Having swept in past the streaked-glass booths, admired the huge pastry oven against the
back
wall and ruminated over the wine list, the man in the bow tie orders the tasting menu,
inspired by classic San Francisco dishes. His companion in heels asks for ravioli and a
side order of fried leeks, nothing more. When the ticket rolls up the printer in the
kitchen shortly after 6 p.m. on this July evening, chef Michael Mina claps his hands.
The sound echoes through the stainless steel like a starter's gun. Nob Hill is a
reality. It has been a long time coming.

The fate of the restaurant called Gatsby's
at the MGM Grand was sealed on the October day in 1998 when Steve Wynn opened the doors
of the Bellagio and changed dining in Las Vegas forever. Before the Bellagio, with its
celebrated chefs and glorious dining spaces, food on the Strip was more endured than
enjoyed. There were buffets and coffee shops for sustenance, bars to toast triumphs and
drown sorrows. Then everyone headed back to the tables.

In a matter of hours, it seemed, the paradigm shifted. Fine dining was an essential part
of the Vegas experience. Celebrity chefs were drawn there like flies to foie gras.

By late 2000, the influx had reached saturation. Diners could choose between Le Cirque
and Lutece, Jean-Georges Vongerichten and Jean-Louis Palladin, Wolfgang Puck's gourmet
pizzas, his New American cuisine and his fast food. They could have Julian Serrano and a
roomful of Picassos or Alex Stratta and Renoir. There were wine angels at Aureole and a
wall of vodka at Red Square.

Not only were these restaurants luring visitors to their hotels' casinos, they were
profit centers. That had been the genius of Wynn's vision. The Venetian soon had a
formidable roster of
successful culinaryconcepts. Caesars Palace frantically tried to hire star chefs
and catch up.

Meanwhile, Gatsby's sat half-empty. A conventional room that served classic cooking in a
cruise-ship setting, it was white linen and candlelight and not much fun. Even the name
was off. Gatsby's sounded like the bar at some Midwestern Marriott, not the centerpiece
of a grand Las Vegas hotel.

Fortunately, the MGM team had inherited more than the bricks and mortar from the Mirage
stable when it acquired Wynn's properties last fall. Elizabeth Blau, who had brokered
the original deal to bring Le Cirque and Osteria del Circo to the Bellagio for
restaurateur Sirio Maccioni, and later helped Wynn fill the Bellagio restaurant slots
with top names, stayed on at MGM Mirage after the merger to oversee restaurant
development. Gamal Aziz had opened the Bellagio's restaurants forWynn.As
the head of food and beverage at the MGM Grand, he would serve as the point man on the
project to reinvent Gatsby's.

Over the first half of this year, Gatsby's was transformed into Nob Hill, a San
Franciscoñinspired restaurant that is the talk of Las Vegas. It happened because Aziz
and Mina were committed to do more than merely import a successful restaurant from
somewhere else. It wasn't easy. The constraints on creating an original concept for such
a visible space are formidable; putting a new restaurant on the Strip is not like
opening one in Pittsburgh or Providence, or even New York.

It also presents a far different challenge than it would have even three years ago.
Competition today is intense; big names alone aren't enough. "You have to distinguish
yourself with a concept," Aziz says. "You can walk up and down the Strip and see plenty
of name chefs that have failed to generate interest."

As it happens, one of the biggest had failed in the same space. In 1995, Charlie Trotter
opened a branch of his Chicago restaurant in the MGM Grand. A copy of the original, it
had the same impeccable service and lavish food. But Trotter's timing was off, by
about five years. And Trotter was inflexible. He demanded that his patrons devote three
hours to eat his formidable cuisine. They could have the tasting menu, or nothing at
all.

The restaurant lasted a matter of months. "Serious gamblers have one word they don't
like, and that word is ëno,'" says TerryLanni, who runs the MGM Mirage empire
for majority investor Kirk Kerkorian. "I have tremendous regard for Charlie Trotter, but
I think he would have been far more successful in Las Vegas if he'd understood that.
Generally people walking into a restaurant in Chicago have not just lost $75,000. It
creates a different atmosphere. They're willing to pay in Las Vegas, but they want to
get exactly what they want."

Gatsby's was the MGM's response to the failed Trotter experiment. By the time Aziz
arrived inSeptember 2000, it was dying. "We have a restaurant with 5,000 rooms
above it, yet we can't fill it every night," he said. "What that means is, we have to
change our business model."

This is the story of how they did it.

THE VISIONARIES

At 44, Aziz has reached the middle of his career with a
reputation as
a careful manager and a creative thinker. He arrived at the MGM Grand knowing he must
replace its restaurants with more exciting
concepts. Gatsby's, which he refers to scornfully as an "anniversary room," will be
first to go. He can't afford a special-occasion restaurant takingup valuable
space, not in the midst of some of the most precious real estate in America. "People
sleeping in your hotel end up eating elsewhere," he says. "When that happens, you lose
them for the night."

Whatever replaces Gatsby's will set the tone for the repositioning of the entire hotel.
It must be intriguing enough to lure guests from competing properties, andoffer
the flexibility and value to keep them coming back. Aziz wants elegance, but not the $40
entrées that accompany elegance in Las Vegas these days. Yet the restaurant must also
make money. For weeks, Aziz rolls these seeminglydisparate ideas around in his
head, looking for a concept to unite them.

In Las Vegas, succeeding without a name chef is too hard. Aziz has known Michael Mina
since Mina started at Aqua in San Francisco a decadeagoand Aziz was the
food and beverage directorat the Westin St. Francis in Union Square. Now 33,
Mina remains part-owner and executive chef at Aqua, and he alsoconsults at and
owns part of San Francisco's Charles Nob Hill, Pisces in Burlingame, California, and the
Bellagio's Aqua. With flashing eyes and a charismatic presence, he started his career
under Charlie Palmer at New York's Aureole. By 1991, he had arrived in San Francisco,
where he teamed with investor Charles Condy at Aqua.

Aziz came to San Francisco at about the same time. At their first meeting, Mina cooked
him a sophisticated 14-course meal. They
discovered both had been born in Cairo. Over dessert that night, Aziz tried to hire Mina
for the St. Francis. "Gamal, I just don't work in hotels and I never will," Mina said.
"It's too limiting." Years later, when Azizwas recruiting chefs for the
Bellagio, hetried again. He knew an upscale fish and seafoodrestaurant
like Aqua, with its sophisticated ambience and boutique wines, would be perfect for a
city in which fine dining still meant massive steaks and chops. Once Mina sensed the
level of commitment that Wynn and his team were bringing to the Bellagio's restaurants,
he agreed to open Aqua there.

Mina's Aqua has been perhaps the Bellagio's biggest success. It is almost always full,
reviews have been exceptional, and Mina is a hot property. Now Aziz wants him for the
flagship space in the MGM Grand.

THE VISION

Bellagio had been a phenomenal opportunity, an
unprecedented stage, so Mina hadfelt comfortable creating another Aqua, a
concept that he knew would work. But with the economy waning, he wonders, how many great
restaurants can Las Vegas support?

He also doesn't want to do fish again. Mina offers to put Aziz in touch with another
chef who might be hungrier, eager for a break. But Aziz won't give up. Another Mina
restaurant in Las Vegas makes sense for several reasons, he argues. Mina already has a
client base from Aqua. He has infrastructure and staff here. And while Aqua was created
by Condy, this is a chance to succeed in America's most competitive restaurant
environment with a concept of his own. Aziz wants Mina to know that he isn't wedded to
fish. Perhaps there's something else Mina has wanted to do?

There is. In 1990, Mina had worked briefly as the pastry chef
at the Hotel Bel Air in Los Angeles. What he proposes now is a restaurant built around a
giant oven. He wants to put the oven in the dining room, where everyone can see it.
He'll bake his own bread, turn out variations on the lobster pie that's so popular at
Aqua, make great desserts.

Aziz is intrigued, but worried. In the desert, with temperatures reaching 110 degrees,
anything that might generate too much heat must be avoided. He's starting to sweat just
thinking about an oven in a dining room. Nevertheless, he wants Mina, and Mina wants an
oven, so Aziz asks the MGM's engineers. They propose shooting the hot air generated by
the oven out through the walls of the hotel and replacing it with cold air. The only
problem, they admit, is that the solution is merely theoretical. In practice, it
probably won't work.

Aziz decides to move ahead with a concept for an oven-based restaurant, but with a
conventional kitchen oven. He commissions Tony Chi, who had designed Aqua, to do a
rendering. When Mina sees it, his face drops. "It has everything I want," he says.
"Except the oven."

Aziz is worried that Mina, who hasn't signed a deal, will back out. He's almost as
worried that Mina will continue, but without enthusiasm. The project is teetering now,
its outcome in doubt. Then, dramatically, the engineers call back. They've concocted a
way to keep a dining room cool despite a massive oven. Aziz doesn't wait for the
details. He calls Mina immediately.

In Mina's vision, the oven is set against one wall of the dining room, with a service
table in front. There'll be no beautifying of the food out of sight of the patrons, he
ordains. It will emerge from the oven, be plated, get sent out. Mina even thinks he
knows the oven he wants. It's at the Las Vegas outpost of La Brea Bakery, which bakes
bread for the Bellagio. La Brea has outgrown it; Mina sees it and pronounces it perfect.

THE CONCEPT

Now that the oven is paid for, it begins to drive the
concept. "A neighborhood restaurant," Aziz says, "where the bar is a great place to hang
out, and there's all this activity with the oven." It works for him as a marketable idea
because it's cutting-edge yet what will be served in the dining room is upscale comfort
food, such aspot pies and whippedpotatoes.

By late February, the project has solidified enough for Aziz to present it to Lanni.
Aziz knows that Aqua was Lanni's favorite Las Vegas restaurant even before MGM owned the
Bellagio. Still, Aziz has no idea how he'll react to the giant oven, or to Chi's design.
Chi has flown in to present the
concept to Lanni, whom he doesn't know. Chi's a master at using his sketches and
his words to make nebulous ideas come alive, but sometimes outsiders get lost amid his
enthusiasm.

Instead, Lanni gets swept up in the narrative. The details, including a bar that's
designed so the bottles are freestanding yet virtually unseen, reveala concept
with real depth. "The intrigue of the little booths as you come in on the right, like
private railroad cars," Lanni remembers. "That exciting oven in the dining area. I felt
it was all extremely inventive." At the end of the
presentation, Lanni tells Aziz and his team to go ahead.